Jack Nathan Health Announces Closing of Convertible Debenture Financing with Wal-Mart

Jack Nathan Medical Corp. (TSXV: JNH, OTCQB: JNHMF) (“Jack Nathan Health”, “JNH” or the “Company”) is pleased to announce that, further to the Company’s June 15, 2023 press release, it has closed the C$8,000,000 convertible debenture (the “Debenture”) financing with Wal-Mart Canada Corp. (“Wal-Mart”).

Wal-Mart has advanced to the Company under the Debenture the C$8,000,000 principal amount (the “Principal Amount”). The proceeds from the Debenture are to be used for the operations of Jack Nathan Health that are operated in collaboration with Wal-Mart, including for the opening of up to 25 new clinics and Quebec infrastructure.

The Debenture bears interest at the rate of 9% per annum, payable quarterly until the earlier of the Maturity Date (as defined below) or the date of full conversion of the Debenture. Subject to earlier conversion, the Debenture will mature on July 20, 2026 (the “Maturity Date”). The principal amount outstanding under the Debenture shall be convertible, at the option of Wal-Mart, into units of the Company (each, a “Unit”) at a price of C$0.105 per Unit. Such principal will be so convertible by Wal-Mart in whole or part, at any time and from time to time prior to the Maturity Date. Each Unit shall consist of one common share of the Company (“Common Share”) and one Common Share purchase warrant of the Company (a “Warrant”), with each Warrant entitling the holder to purchase one Common Share at an exercise price of C$0.105 until the date that is three years following the date of issue of such Warrant.

Immediately prior to entering into the Debenture, Wal-Mart did not have beneficial ownership of, or control and direction over, any Common Shares. Assuming conversion in full of the Principal Amount, Wal-Mart would own 76,190,477 Common Shares and 76,190,477 Warrants. Assuming an exercise in full of the Warrants, Walmart’s securityholding percentage in respect of the Common Shares would be 64.07% (based on there being 237,833,705 Common Shares issued and outstanding). Furthermore, Wal-Mart may, subject to approval by the TSX Venture Exchange, acquire additional Common Shares as payment for accrued interest on the Principal Amount outstanding.